Management company and operating company
August 7, 2012 | 30,00 EUR | answered by RAin/StBin Henriette Regulla-Schiessl
I envision the following corporate structure:
A parent company owns a subsidiary.
The subsidiary is operational and generates income.
All costs and wages for the subsidiary are covered from this income. The final profit is transferred 100% to the parent company.
The parent company does not appear externally and does not issue invoices.
The management of this profit is intended to be done through capital investments.
Does the parent company need a tax number, i.e. is it considered a company according to § 2 UStG?
How do private withdrawals by the shareholders affect this?
Dear inquirer,
Thank you for your inquiry, which I will gladly answer taking into account your contribution and the rules of this platform in the context of an initial consultation. The response is based on the description of your situation. Adding, omitting, or changing information, ambiguities, or inaccuracies in the factual statements can change the tax result.
Since your description of the situation is somewhat imprecise regarding the question of which type of company you mean by "society" (GbR, oHG, GmbH ??), I will initially assume that you are referring to corporations.
So, the parent company is the 100% owner of the shares of the subsidiary. The profit generated is then distributed to the parent company. The parent company is not operationally active. Of course, it needs a tax number, as it is a tax subject as a corporation. Only then should the question be asked whether it is a business within the meaning of § 2 UStG. § 2 (1) UStG states: An entrepreneur is someone who independently carries out a commercial or professional activity. The business includes the entire commercial or professional activity of the entrepreneur. A commercial or professional activity is any sustainable activity for generating income, even if the intention to make a profit is lacking... Based on your description, the parent company is purely engaged in asset management and therefore not an entrepreneur within the meaning of the UStG. However, it cannot claim input tax deduction from any invoices issued to it (e.g. consulting services).
Your last question is unclear. If the parent company is a corporation, private withdrawals by the shareholders are not possible. Open profit distributions to the shareholders are necessary to access the profits of the parent company. Please use the follow-up function if needed.
I hope these explanations have been helpful to you.
Best regards,
Henriette Regulla
Lawyer
Tax consultant
